Privacore Funds and Janus Henderson: Third Change of Control

What the September 28 filing says

The adviser is Privacore Capital Advisors, LLC, “a wholly owned subsidiary of Privacore Capital, LLC.” That parent is a joint venture: 51% owned by one individual and 49% “indirectly owned by Janus Henderson Group Ltd.” The filing says Janus Henderson “is expected to exercise its option to acquire” the 51% by the end of October 2026 and that the closing is expected on or about October 23, 2026. After it, “Privacore Capital will be a wholly owned indirect subsidiary of JHG.” Nothing about the people changes on paper: “Following the Transaction, the Adviser will continue to operate its business with the same investment teams and under the same leadership.”

The portfolio managers are not Privacore itself. Privacore Capital Advisors hires sub-advisers: Partners Capital Investment Group, LLP for the Growth and Income Funds, and Victory Park Capital Advisors, LLC (VPC) for the Asset Backed Fund. Janus Henderson already owns 53% of VPC, and Janus Henderson Distributors US LLC is the principal underwriter of each fund. The sub-advisory contracts also end at the closing and are replaced.

What stands out is the sequence. This is not the first time in 2026 these funds have told holders about new advisory agreements:

The Janus Henderson deal in the middle row explains a name. The April statement says “Janus Henderson Group plc”; the September one says “Janus Henderson Group Ltd.” because, in the company's own Form 8-K of June 30, 2026, the acquirer's merger vehicle merged into the plc, which survived with a new name, at $52.00 per share in cash. The adviser of these funds has therefore had three different ownership events in nine months, while its assets under management grew about 63% from September 30, 2025 to March 31, 2026 (our arithmetic).

Why a change of control cancels the advisory contract

The rule is in Section 15 of the Investment Company Act of 1940. It is not a choice by the sponsor, and it is why a deal between companies you never dealt with produces a document addressed to you.

For a holder the consequence is narrow. The contract that sets the fee and names who manages the money is replaced by one the filing calls identical in everything but the date. What is not narrow is who decides: the vote is by the holders of record, and the holders of record are mostly the sponsor's own group.

The three funds in one table

At March 31, 2026 the same funds held $70,035,007, $42,673,967 and $60,388,504 (Form N-CSR), which sum to $173.10 million (our arithmetic), close to the “approximately $176 million” the adviser reports in assets under management for that date. Three months later the sum was $215.65 million, with the Asset Backed Fund alone at $103.19 million, 47.9% of it (our arithmetic). The Asset Backed Fund is also the only one with borrowing in the reports we read: a $13,645,588 line of credit at March 31, 2026 and $28.23 million of total liabilities at June 30, 2026 against $131.42 million of total assets (Form N-CSR and Form N-PORT).

What the fees are, and what has actually been charged

The new agreements keep the old rates. The question for a holder is what sits behind the waiver.

Three things stand out. First, the Growth and Income Funds charged holders no management fee for the whole reported year, and the adviser also paid $1.19 million and $1.04 million of their other expenses. On March 31, 2026 net assets, the contract rates would be $1,050,525 and $533,425 a year (our arithmetic); the waiver is described as voluntary and the filings do not say what happens after December 31, 2026. Second, the expense cap that holds the total cost down (1.60%, 1.00% and 0.75% of average daily net assets for Class S, D and I shares of the Growth and Income Funds, 0.70% for the Asset Backed Fund) is a separate contract, and the documents give different end dates: the September information statement says the existing cap runs until June 30, 2027 and the new one until July 29, 2027, the Growth Fund annual report says May 4, 2027, the Income Fund annual report January 21, 2027 and the Asset Backed Fund report 12 months from January 2, 2026. Third, the filing lets the adviser recoup waived or assumed amounts for up to three years, so the reimbursements above are not necessarily gone for good.

Who holds the shares

Read it as a vote count. In the Growth Fund the three holders the filing names as the majority (Janus Henderson Investors US LLC, Qena and AP Fund One) hold 63.48% together; in the Asset Backed Fund the two it names (CCP 575 and Bankers Life) hold 60.48% (our arithmetic). The Qena, AP Fund One, TSC, MBR and IJTC entries all give the adviser's New York office as their address, and the five Growth Fund holders listed add to 74.35% of the class (our arithmetic). Trustees and officers together own under 1% of each fund. The one line where outside money shows up is National Financial Services LLC, which holds for its customers: 24.06% of the Asset Backed Fund, not listed at all in March 2026. Bankers Life's own Schedule 13G/A of October 8, 2026 reports 6,752,942.45 shares, 34.8%, as of September 30, 2026.

Repurchase offers: what holders have asked for

Liquidity is the part of this that touches a holder's cash. The Growth Fund's history is unusual because nobody used it:

The Growth Fund's cash flow statement for the year to March 31, 2026 shows $435,100 of shares issued, against $57,700,000 in the period from its June 28, 2024 start to March 31, 2025, and no line for repurchases. On May 4, 2026 it became an interval fund under Rule 23c-3, with semi-annual repurchase offers for up to 5% of Class I shares (it may add 2%), at NAV, with a 2.00% fee on shares held under one year. Its latest offer in the filings ran May 15 to June 15, 2026, with a reference NAV of $11.41 on May 8, 2026 against $12.03 at March 31, 2026, 5.2% lower (our arithmetic; the filings do not explain the move). Its return for the year to March 31, 2026 was 22.92%, with $13.12 million of unrealized appreciation, so a mark is part of what a seller would be paid.

The Income Fund and the Asset Backed Fund make quarterly offers of up to 5%: August 14 to September 15, 2026 at a reference NAV of $10.40 (August 7, 2026) for the Income Fund, and August 31 to September 30, 2026 for the Asset Backed Fund, which may charge up to 2.00% on shares held under one year. For how these offers compare with the rest of the market see our list of interval funds, where all three funds appear, and the Q4 2026 repurchase calendar; how an interval fund differs from a tender offer fund is in what is an interval fund and tender offer funds explained. As of October 20, 2026 none of the three had filed a new repurchase notice for the next window.

The Income Fund filing the consent does not mention

On August 7, 2026 the Income Fund filed Form N-8F, the application to deregister, ticking “Abandonment of Registration.” The form says its board voted on July 31, 2026, that no shareholder approval was needed under section 10.4 of its Declaration of Trust, and that the fund “currently has 11 beneficial owners (within the meaning of section 3(c)(1)).” It would keep operating as a private fund only to wind up, and:

• “promptly following issuance of the deregistration order” it expects to “distribute, in kind and on a pro rata basis, interests in its wholly owned subsidiary to its shareholders in complete liquidation of their interests in the Fund”;
• the subsidiary then continues as a private fund “while the subsidiary’s remaining assets are liquidated over time”;
• holders are told that “certain legal protections afforded to shareholders of an investment company registered under the Act will no longer apply.”

One week later, on August 14, 2026, the same fund filed a quarterly repurchase offer for up to 5%, and on September 28, 2026 it was named in the information statement for new advisory agreements that run two years. Our search of that information statement for “liquidat,” “deregist,” “N-8F” and “interim” found nothing. We found no SEC order on the application as of October 20, 2026. If you hold this fund, the filing does not say how the in-kind distribution will be reported for tax, or how liquid the subsidiary's remaining assets will be; those are questions for the sponsor in writing.

The dates that matter

What a holder can do with this

• You are not being asked for anything. The notice is not a proxy and does not need a reply. The vote has been, or will be, cast by the holders of record named above.
• Find your fund and your window. The funds repurchase only in their own offers: semi-annual for the Growth Fund, quarterly for the other two. A request that misses the deadline waits for the next offer. If your shares sit at a broker or adviser, the request has to go through them, and the Asset Backed Fund notice says they may charge a transaction fee.
• Ask the sponsor three things in writing: whether the voluntary fee waiver will be extended past December 31, 2026; what the plan is for the Income Fund after the N-8F; and which expense cap end date applies, given that the documents differ.
• If the shares are in an IRA, the offers carry the IRS Form W-4R language and a $50 fee on a full redemption unless the annual fee is paid; see our guides to qualified charitable distributions of illiquid IRA assets and required minimum distributions from illiquid IRA assets.
• If you sell at a loss and rebuy, read the wash sale rule for tenders and interval funds.
• What would change the picture: a closing that slips past October 2026, a notice that the waiver ends, a Schedule 13D or 13G showing Janus Henderson changing its stake, an SEC order on the Income Fund's application, or a repurchase notice that lowers or suspends an offer.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

All figures are from SEC filings read on EDGAR on October 20, 2026: the Schedule 14C information statements of December 30, 2025 (accession 0001213900-25-126678), April 8, 2026 (0001213900-26-041369) and September 28, 2026 (0001213900-26-103925, -103929 and -103930, one under each fund); the Form N-CSR annual reports of June 8, 2026 (0001213900-26-066235, -066221, -066245); the Form N-PORT filings for June 30, 2026 (0001193125-26-362330, -362963, -374391); the Schedule TO-I offers of April 30, July 31 and October 29, 2025 and January 29, 2026 and their final amendments (0001213900-26-013099, -013111, -033937, -085982); the Form N-23C-3 notices of May 15, August 14 and August 31, 2026 (0001213900-26-057368, -089598, -095618); the Income Fund's Form N-8F of August 7, 2026 (0001213900-26-086597); Janus Henderson's Form 8-K of June 30, 2026 (0001104659-26-079401); the Schedule 13G filings of Janus Henderson (0001274173-26-000174, -000175, -000176) and Bankers Life (0000903939-26-000034); and the text of 15 U.S.C. 80a-15, 80a-2 and 17 CFR 270.15a-4. Sums, percentages, the October 18 date, the fee-at-contract-rate amounts, the NAV change and the growth rates are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.